The SEC Pursues Shell Packer, Joseph Meuse – Again

On November 25, 2014, the Securities & Exchange Commission (“SEC”) announced administrative proceedings against Joseph Meuse pursuant to Section 15(b) of the Securities Exchange Act of 1934 (“Exchange Act”). According to the SEC, from April 2004 through at least September 2009, Meuse was the founder, president and sole owner of Belmont Partners, LLC (“Belmont”), a shell packer whose business was to sell shell companies for reverse merger transactions.

From May 2008 through January 2014, Joseph Meuse was also the president and majority owner of Pacific Stock Transfer Company (“Pacific Stock”), a transfer agent registered with the SEC. From January 2005 through January 2011, Meuse was associated with various broker-dealers registered with the Commission. Meuse served as a director of Alternative Green Technologies, Inc. (“AGTI”) in October 2008.

In 2011, the SEC filed an action against Meuse. Meuse released a press release at that time stating, “Contrary to the SEC’s allegations, we were not involved in, nor did we have any knowledge of, the alleged stock selling scheme by the Company and its current management. We only briefly held an interest in the Company before selling it to Sierra Range Holdings, an entity controlled by Mitchell Segal, a New York attorney with a stellar resume..Given our undisputed lack of involvement in the stock manipulation described in the SEC’s complaint, we are genuinely disturbed by the SEC’s focus on our firm and Mr. Meuse, and view as unfair and inappropriate the quoted disparaging remarks by a high-ranking SEC official contained in the agency’s litigation release, which glosses over the alleged egregious conduct of the other defendants.”

Despite his earlier press release, on January 8, 2014, Meuse consented to a final judgment, permanently enjoining him from future violations of Sections 5(a) and 5(c) of the Securities Act of 1933 (“Securities Act”) and Section 10(b) of the Exchange Act and Rule 10b-5 thereunder. The SEC’s complaint alleges that, from September 2008 through September 2009, Meuse assisted Alternative Green Technologies and its CEO, Mitchell Segal, in a series of fraudulent acts for the purpose of selling unregistered AGTI stock to the public. These activities include creating false, backdated, and fabricated documents and furnishing them to an attorney for use in drafting an opinion letter advising the transfer agent that the restricted legend could be lawfully removed from a stock certificate so that the shares could be deposited in a brokerage account for sale in the public market.

The SEC’s administrative hearing will determine what action is appropriate and in the public interest. In view of Meuse and Segal’s alleged “series of fraudulent acts”, it will come as no surprise if criminal charges are pursued against Meuse and other bad apples associated with his reverse mergers. This is particularly true, in light of the fraud based indictment earlier this year of Hadi Aboukhater, a former Belmont employee.